A merger or large acquisition is often the most significant event in the life of a firm and can have dramatic consequences for all of a firm's constituencies--from shareholders, directors, and managers to employees, customers, and communities. Lawyers and the law play critical roles in how mergers and acquisitions are evaluated, structured, and implemented. The course covers contract, corporate and securities law issues relevant to mergers and acquisitions of large companies, both public and private, including the Williams Act, proxy rules, state case law, and important forms of private ordering (such as poison pills, lockups and earnouts). It also touches on basics of antitrust procedure relevant to a lawyer working on such transactions. The approach is practical rather than theoretical, and the focus is on law, not finance. Students will work in assigned teams of 4 or 5, and grades will be based on team projects, including in-class presentation and a jointly written final paper as well as a 1-hour in-class exam.
Corporations is a pre-requisite.